FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Shulman Amichai
2. Issuer Name and Ticker or Trading Symbol

IMPERVA INC [ IMPV ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Technology Officer
(Last)          (First)          (Middle)

C/O IMPERVA, INC., 3400 BRIDGE PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YYYY)

11/15/2016
(Street)

REDWOOD SHORES, CA 94065
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   11/15/2016     M    938   (1) A $0.00   92000   D    
Common Stock   11/15/2016     M    1000   (1) A $0.00   93000   D    
Common Stock   11/15/2016     M    5000   (1) A $0.00   98000   D    
Common Stock   11/15/2016   (2)   S    3085   D $40.10   94915   D    
Common Stock                  18765   I   See Footnote   (3)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (4) 11/15/2016     M         938      (5) 2/4/2023   (6) Common Stock   938   $0.00   937   D    
Restricted Stock Units     (4) 11/15/2016     M         1000      (7) 2/3/2024   (6) Common Stock   1000   $0.00   5000   D    
Restricted Stock Units     (4) 11/15/2016     M         5000      (8) 2/2/2025   (6) Common Stock   5000   $0.00   0   D    

Explanation of Responses:
( 1)  Represents the number of shares that were acquired in connection with the settlement of the restricted stock units listed in Table II.
( 2)  This transaction was effected pursuant to a Rule 10b5-1 plan adopted by the Reporting Person.
( 3)  The shares are owned of record by Amichai Shulman Holdings 2000 Ltd. The Reporting Person is a director and beneficial owner of the shares held by such entity.
( 4)  Each restricted stock unit represents a contingent right to receive one share of common stock of the issuer upon vesting.
( 5)  The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2013, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.
( 6)  The Issuer has up to 30 days following vesting to settle. The actual expiration date will be immediately following settlement.
( 7)  The restricted stock units vest as follows: 25% of the underlying shares vest one year following the vesting commencement date of February 15, 2014, with the remaining 75% vesting in equal quarterly installments over the next three years. The restricted stock units are subject to accelerated vesting as to 100% of such shares following a change in control of the Issuer.
( 8)  The restricted stock units vest as follows: 25% of the underlying shares vest on each vesting date for four quarters beginning on February 15, 2016. The restricted stock units are subject to accelerated vesting in the event of a termination of employment of the Reporting Person under certain circumstances following a change in control of the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Shulman Amichai
C/O IMPERVA, INC.
3400 BRIDGE PARKWAY, SUITE 200
REDWOOD SHORES, CA 94065


Chief Technology Officer

Signatures
/s/ Shulamite White, Attorney-in-Fact 11/16/2016
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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